UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No.1)
Norland Medical Systems, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
656031 10 1
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(CUSIP Number)
Reynald G. Bonmati
Premium Point
New Rochelle, NY 10801
(914) 576-1595
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 1999
----------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
- ----------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 656031-10-1 SCHEDULE 13D Page 2
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Norland Medical Systems B.V.
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2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |X|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds*
00
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
A Netherlands corporation
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 1,000,000
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 9 Sole Dispositive Power
1,000,000
--------------------------------------------------------
10 Shared Dispositive Power
0
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |X|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
5.3%
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14 Type of Reporting Person
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 656031-10-1 SCHEDULE 13D Page 3
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Norland Partners, L.P.
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2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |X|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
00
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
A Delaware limited partnership
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 4,783,387
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 1,000,000
Person --------------------------------------------------------
With 9 Sole Dispositive Power
4,783,387
--------------------------------------------------------
10 Shared Dispositive Power
1,000,000
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,783,387
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |X|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
30.8%
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14 Type of Reporting Person
PN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 656031-10-1 SCHEDULE 13D Page 4
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Novatech Management Corporation (the stockholders of which are Reynald
G. Bonmati and Albert S. Waxman)
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2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |X|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
00
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
A Delaware limited partnership
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 396,049
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 5,783,387
Person --------------------------------------------------------
With 9 Sole Dispositive Power
396,049
--------------------------------------------------------
10 Shared Dispositive Power
5,783,387
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,179,436
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |X|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
33.0%
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14 Type of Reporting Person
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 656031-10-1 SCHEDULE 13D Page 5
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bones, L.L.C. (the managing members of which are Reynald G. Bonmati and
Hans Schiessl)
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2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |X|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
00
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
A Delaware limited partnership
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 5,805,082
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 1,000,000
Person --------------------------------------------------------
With 9 Sole Dispositive Power
5,805,082
--------------------------------------------------------
10 Shared Dispositive Power
1,000,000
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,805,082
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |X|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
36.3%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
OO
- --------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 656031-10-1 Page 6
On September 11, 1997, Norland Medical Systems, Inc. (the "Company")
purchased (the "Acquisition") all of the issued and outstanding stock of Norland
Corporation ("Norland Corp.") from Norland Medical Systems B.V. ("NMS BV"). The
purchase price for the Norland Corp. stock was $17,500,000, consisting of (a)
$1,250,000 cash paid to NMS BV at closing and (b) a 7% promissory note issued by
the Company to NMS BV. The Company had the right to pay principal of the note by
delivering shares of the Common Stock, par value $.0005 per share, of the
Company ("Common Stock"), valued at the average closing prices for the five
trading days preceding the payment date. The Acquisition was the subject of an
ongoing litigation in the Court of Chancery of the State of Delaware, New Castle
County. On December 31, 1998, the Company entered into a settlement agreement
with respect to this litigation. In connection with the settlement, the purchase
price of the Norland Corp. stock was reduced to $8,700,000. The 7% promissory
note was reduced by $8,800,000, an additional $1,890,000 of principal was paid
by the Company delivering 7,000,000 shares of Common Stock to NMS BV valued at
the five day average closing price formula referred to above ($.27 per share),
and a new 6 1/2% promissory note in the principal amount of $5,560,000 was
issued to NMS BV (the "Amended Note").
In March, 1999, the Company exercised its right to pay an additional
$4,310,000 of principal of the Amended Note by the issuance of 11,122,580 shares
of the Company's Common Stock ($.39 per share). These 11,122,580 shares, when
added to the shares presently outstanding and reserved for issuance exceed the
Company's 20,000,000 authorized shares of Common Stock by 6,534,111 shares.
Accordingly, the Company has issued 4,588,469 of such 11,122,580 shares, as a
result of which the total number of issued and outstanding shares of Company's
Common Stock is 18,752,500. Issuance of the remaining 6,534,111 shares is
subject to stockholder approval of an increase in the amount of the Company's
authorized Common Stock to be proposed at the upcoming 1999 annual meeting. The
4,588,469 shares issued in March of 1999 and 6,000,000 of the shares issued in
December are held by Norland Partners, L.P. ("Norland Partners"), and Bones,
L.L.C. ("Bones"), stockholders of NMS BV.
Novatech Management Corporation ("Novatech Management") is the sole
general partner of Norland Partners. Novatech Management is the owner of 396,049
shares of Common Stock. These shares were transferred to Novatech Management by
Norland Partners in 1997.
NMS BV, Norland Partners, Novatech Management and Bones are filing
this Schedule 13D amendment by virtue of the payment of $4,310,000 of principal
of the Amended Note and the acquisition by Norland Partners and Bones of shares
of Common Stock issued in payment of the Amended Note. NMS BV, Norland Partners,
Novatech Management and Bones disclaim that they constitute a "person" or
"group" as such terms are used in Section 13(d) of the Securities Exchange Act
of 1934. Each of NMS BV, Norland Partners, Novatech Management and Bones
disclaims beneficial ownership of the Common Stock owned by the other entities.
The filing of this Schedule 13D shall not be construed as an admission of such
beneficial ownership or that NMS BV, Norland Partners, Novatech Management and
Bones constitute such a person or group.
Item 1. Security and Company
This statement relates to the Common Stock of Norland Medical
Systems, Inc.. The principal executive offices of the Company are located at 106
Corporate Park Drive, Suite 106, White Plains, New York 10604.
Item 2. Identity and Background.
Norland Medical Systems B.V. is a Netherlands corporation with an
address at Admiraliteskade 50, 3063 ED Rotterdam, P. O. Box 4433, 3006 AK
Rotterdam, The Netherlands. The names and addresses of the managing directors of
NMS BV are as follows: Reynald G. Bonmati, whose address is Premium Point, New
Rochelle, New York 10801; Hans Schiessl, whose address is Markgrafenstrasse 8,
75117 Pforzheim, Germany; and Albert S. Waxman, whose address is 137 East Inlet
Drive, Palm Beach, Florida 33480. The principal business of NMS BV is that of a
holding company. The principal occupation and employment of Mr. Bonmati is that
of President of Norland Medical Systems,, Inc. The principal occupation or
employment of Mr. Schiessl is that of Geschaftsfuhrer (chief
<PAGE>
CUSIP No. 656031-10-1 Page 7
executive officer) of Stratec Medizintechnik GmbH. The principal occupation or
employment of Dr. Waxman is that of Senior Managing Partner, Psilos Group
Managers, LLC, an investment firm. Mr. Bonmati and Dr. Waxman are citizens of
the United States. Mr. Schiessl is a citizen of Germany.
Norland Partners, L.P., is a Delaware limited partnership with an
address at Premium Point, New Rochelle, New York 10801. The principal business
of Norland Partners is that of a private investment fund. The sole general
partner of Norland Partners is Novatech Management Corporation, a Delaware
corporation with an address at Premium Point, New Rochelle, New York 10801. Mr.
Bonmati and Dr. Waxman are the directors and stockholders of Novatech
Management.
Bones L.L.C. is a Delaware limited liability company with an address
at Premium Point, New Rochelle, New York 10801. The principal business of Bones
is that of a private investment firm. The managing members of Bones are Reynald
G. Bonmati and Hans Schiessl.
Neither NMS BV, Norland Partners, Novatech Management, Bones, Mr.
Bonmati, Mr. Schiessl nor Dr. Waxman has, during the past five years, been (i)
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors); or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or a finding
of any violation with respect to such laws.
Item 3. Source and Amounts of Funds of Other Consideration.
The shares held by NMS BV, Norland Partners and Bones were issued by
the Company in payment of portions of the principal of the Amended Note, as
described in the paragraphs preceding Item 1, above.
Item 4. Purpose of Transaction.
This Amendment is being filed with respect to the issuance of shares
of Common Stock in payment of the Amended Note, as described above. It is
possible that in the future the undersigned may acquire additional shares of
Common Stock and may transfer or sell shares of Common Stock.
Subject to the foregoing, the undersigned do not have any plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
<PAGE>
CUSIP No. 656031-10-1 Page 8
(h) Causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Company.
(a) NMS BV may be deemed to be the beneficial owner of 1,000,000
shares (5.3% of the total outstanding). Norland Partners may be deemed to be the
beneficial owner of 5,783,387 shares (30.8% of the total outstanding). This
figure includes: (i) 4,783,387 shares owned directly by Norland Partners; and
(ii) the 1,000,000 shares owned by NMS BV. Novatech Management may be deemed to
be the beneficial owner of 6,179,436 shares (33.0% of the total outstanding).
This figure includes: (i) 396,049 shares owned directly by Novatech Management;
(ii) the 1,000,000 shares owned by NMS BV; and (iii) the 4,783,387 shares owed
by Norland Partners. Bones may be deemed to be the owner of 6,805,087 shares
(36.3%) of the total outstanding. This figure includes: (i) 5,805,082 shares
owned directly to Bones; and (ii) the 1,000,000 shares owned by NMS BV. Norland
Partners, Novatech Management and Bones may be deemed to beneficially own the
shares owned by NMS BV due to their relationships with NMS BV, and Novatech
Management may be deemed to beneficially own the shares owned by Norland
Partners due to its relationship with Norland Partners. Norland Partners and
Bones are stockholders of NMS BV, and Novatech Management is the sole general
partner of Norland Partners. Beneficial ownership of the shares owned by NMS BV
is disclaimed by Norland Partners, Novatech Management and Bones, except to the
extent of their proportionate interest in NMS BV. Beneficial ownership of the
shares owned by Norland Partners is disclaimed by Novatech Management, except to
the extent of its proportionate interest in Norland Partners. The figures
included herein do not include the 6,534,111 shares the issuance of which is
subject to stockholder approval of an increase in the amount of authorized
Common Stock.
(b) NMS BV has sole power to vote and dispose of the 1,000,000
Shares owned directly by it. Norland Partners has sole power to vote and dispose
of the 4,783,387 shares owned directly by Norland Partners. Novatech Management
has sole power to vote and dispose of the 396,049 shares owned directly by
Novatech Management. Bones has sole power to vote and dispose of the 5,805,082
shares owned directly by Bones. Norland Partners, Novatech Management and Bones
may be deemed to have shared power to vote and dispose of the 1,000,000 shares
owned by NMS BV. Novatech Management may be deemed to have shared power to vote
and dispose of the 4,783,387 shares owned by Norland Partners.
(c) There have been no transactions in securities of the Company
effected during the past sixty days by the undersigned other than as described
herein.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or proceeds from the sale of, the securities of
the Company owned by NMS BV, Norland Partners, Novatech Management and Bones.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Company
The shares were issued pursuant to the Stock Purchase Agreement
dated as of February 26, 1997, as amended by an Amendment to Stock Purchase
Agreement dated as of December 31, 1998. The Agreement contains provisions
pursuant to which, among other things, shares issued pursuant to such Agreement
have certain registration rights.
<PAGE>
CUSIP No. 656031-10-1 Page 9
Item 7. Material to be filed as Exhibits.
1. Joint Filing Agreement.
2. Amendment to Stock Purchase Agreement between the Company and NMS
BV (Exhibit to original January 9, 1999 Schedule 13D).
3. Stock Purchase Agreement between the Company and NMS BV (this
Agreement is an Exhibit to the Company's Proxy Statement filed with the
Securities and Exchange Commission on July 25, 1997 and is incorporated herein
by reference).
After reasonable inquiry and to the best of its knowledge and
belief, each of NMS BV, Norland Partners, Novatech Management and Bones
certifies that the information set forth in this statement is true, complete and
correct.
Dated: April 9, 1999
NORLAND MEDICAL SYSTEMS B.V.
By:/s/ Reynald G. Bonmati
-------------------------------------
Reynald G. Bonmati
Managing Director
NORLAND PARTNERS, L.P.
By: Novatech Management Corporation
General Partner
By:/s/ Reynald G. Bonmati
-------------------------------------
Reynald G. Bonmati
President
NOVATECH MANAGEMENT CORPORATION
By:/s/ Reynald G. Bonmati
-------------------------------------
Reynald G. Bonmati
President
BONES, L.L.C.
By:/s/ Reynald G. Bonmati
-------------------------------------
Reynald G. Bonmati
Managing Member
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Act of 1934, the
persons named below agree to the joint filing on behalf of each of them of a
Schedule 13D (including amendments thereto) with respect to the Common Stock of
Norland Medical Systems, Inc. and further agree that this Joint Filing Agreement
be included as an Exhibit to such joint filing. In evidence thereof, the
undersigned, being duly authorized, hereby execute this Agreement this 9th day
of April, 1999.
NORLAND MEDICAL SYSTEMS B.V.
By:/s/ Reynald G. Bonmati
-------------------------------------
Reynald G. Bonmati
Managing Director
NORLAND PARTNERS, L.P.
By: Novatech Management Corporation
General Partner
By:/s/ Reynald G. Bonmati
-------------------------------------
Reynald G. Bonmati
President
NOVATECH MANAGEMENT CORPORATION
By:/s/ Reynald G. Bonmati
-------------------------------------
Reynald G. Bonmati
President
BONES, L.L.C.
By:/s/ Reynald G. Bonmati
-------------------------------------
Reynald G. Bonmati
Managing Member
